It's Always The Quiet Ones
by GrandLeviathan
Summary: After a date, Helena and Cleveland head back to the former's dorm... and Cleveland quickly learns that Helena shares more than just her hair colour with St. Louis. [Smut]


**It's Always The Quiet Ones**

''Five to one... alright, just a few more minutes... c'mon, stop looking so nervous...''

Cleveland's quiet muttering seemed so much louder in her head, prompting the blonde girl to nervously glance around, relaxing when the passing crowds of people didn't pay her more than a glance. The Light Cruiser found herself standing on the corner of a street, leaning against the wall and glancing around, awaiting her 'date' to arrive; Helena.

It was strange how fast they hit it off, her and Helena. They had quickly became friends after being summoned to the Naval Base, both of them newbies on the base and helping each other out. Helena always came across as a shy person while Cleveland liked to think of herself as more outgoing, so their personalities worked in contrast to each other; Cleveland would handle social things while Helena stopped her from doing dumb things. Like attempting to get Enterprise to 'launch' her like an plane. Without a parachute.

After several close shaves on the battlefields and many nights comforting Helena about her tragic past-life, they grew close – far closer than friends. Cleveland still remembered when she confessed to Helena during the spring festival... and how embarrassing it was because she ended up shouting it when her nerves got the best of her. The look of utter delight on Helena's face, however, eased any embarrassment she felt. She could still feel Helena's lips against hers...

Shaking her head Cleveland dispelled such embarrassing thoughts, blushing lightly. Idly she checked herself over again, smoothing out her outfit. She had chosen to wear a loose-fitting blue shirt that fell to her waist with a white hoodie over it. A star necklace hung from her neck, dangling over her modest chest and jingling lightly with her movements. A pair of beige short-shorts hugged her hips while a single black stocking covered her left leg, yellow stars dotting the fabric. A nice combination of comfort and style.

''Clevie~'' A familiar voice called happily, breaking Cleveland from her thoughts.

A bright smile crossed the blonde's lips as she turned to her right, spotting Helena approaching her. The blue-haired cruiser was wearing a loose-fitting black shirt that hung from her shoulders, the thin straps of her bra looping over her slim shoulders. A high-waist red tartan skirt covered from her stomach down to her thighs, the zipper up the side a shiny gold colour. Black stockings hugged her long legs alluringly, matching the nice black shoes on her feet and the black choker around her neck.

''I didn't keep you waiting long did I?'' Helena asked with a note of worry, stirring Cleveland from her staring.

''N-No, I got here just a few minutes ago.'' Cleveland replied quickly, blushing lightly.

''Ahh, that's a relief.'' Helena smiled warmly – holding out a hand. ''You ready to go?''

''Mm! I know a nice little place not far from here that has cool cakes...''

X-x-X

While she would never say it out loud, Cleveland privately had to thank St. Louis for her helpful suggestions of what Helena liked.

They travelled all over the little port city, first stopping at a quaint café that did delicious cakes, then going to an ice-cream parlour next door before going on a walk through a nearby park, one that had plenty of animals in it. Helena had even managed to get a squirrel to crawl onto her hand, feeding it small handfuls of nuts with an adorable look of wonder on her face. After that they travelled down to the beach and took a walk across the length of it, curving back around to the commercial district and having dinner at a fast-food place.

At Helena's suggestion they stopped at an arcade for a few hours, spending the evening away until they eventually had to catch a bus, heading back to the Naval Base. By the time their 'date' was over, it was already dark out – the clock ticking over to nine o'clock.

The dormitory was quiet at this time of night, most of the occupants either having gone to bed or out spending the night away, not unlike Helena and Cleveland had. Helena lead her towards her dorm room, and Cleveland noted the light inside was off.

''St. Louis is out with a friend. She won't be back until late.'' Helena clarified, seeing Cleveland's curious expression. ''Do you want to come inside?''

Recalling how Columbia and her other sisters would (inevitably) be waiting for her back at her own dorm room, Cleveland smiled and nodded. ''Sure!''

Helena flashed her a warm smile in return, unlocking the door and leading her inside. The dorm was shared between Helena and St. Louis, a fact evident by the two beds in the room – one hugging the left wall under the window, and the second hugging the right wall. It was easy to tell the left bed was Helena's by the several stuffed animals, photographs of her friends and sticky-notes of things to buy. In contrast St. Louis had only a few photos of her friends, instead also having several lucky charms and figurines dotting her bedside table.

Cleveland closed the door behind her, smiling fondly as she saw Helena hug the brown teddy bear to her chest. It was a little thing she won at the arcade, but Helena treated it like it was made from diamonds. Cleveland gave the blue-haired girl a moment to put her stuff down, idly letting her eyes wander over her bedroom. Soft-yellow walls with cartoon blue whales painted on, beige carpet that matched the other bedrooms on this floor, all of it strangely 'fit' Helena's personality. Girly and slightly childish, but not overly so.

The blonde was distracted from her observations as Helena suddenly took her hand. Cleveland blinked, flushing slightly as she realised she had spaced out – Helena standing in front of her with a warm smile.

''Thank you for such a fun date, Clevie...'' Helena blushed adorably, slowly sliding her hand up the blonde's forearm.

Cleveland blushed as well, only now realising how close they were. She opened her mouth to speak only for Helena to close the distance between them, capturing her lips in a soft kiss. The blonde cruiser stiffened in surprise for all of one second before relaxing, the wonderful softness of Helena's lips feeling so pleasant against her own. She wrapped her arms around Helena, pulling her girlfriend close – her cheeks burning as Helena's ample bust pressed against her own much-smaller breasts, able to feel it through the layers of clothing separating them.

After a moment they broke apart, lips hovering an inch apart. Helena met Cleveland's eyes and flashed her a warm, reassuring smile – before wordlessly kissing her again. The blonde moaned softly as Helena laid her hands on her lower back, further pressing their bodies flush against each other's.

''Ah...'' Cleveland breathed, shuddering as one of Helena's hands slipped lower – cupping her butt through her shorts. Helena didn't outright grope her, but her hand lightly roamed over her rear, constantly reminding the blonde of its presence.

They broke off the kiss as the need for air grew too strong to ignore, panting lightly. Helena gave her a soft, reassuring smile and pushed against her – Cleveland's cheeks darkening as she took the hint, letting the bustier girl push her back onto the bed. She fell back with a soft thump, bouncing lightly off the springy mattress and with Helena hovering over her, their arms still entangled with one another.

''Helena...''

''You're so cute, Clevie...'' Helena giggled, bringing their faces close.

Cleveland only whined embarrassedly, the sound muffled by the gentle kiss. She was surprised Helena was taking the lead at all; she rarely did before now. As their continued kissing Cleveland tried to muster the strength to resist, to playfully fight for dominance – but her embarrassment outweighed her confidence, leaving her whimpering beneath her girlfriend as they kissed.

Their kisses grew more heated the longer they continued, and soon Cleveland found Helena's tongue prodding at her lips. Embarrassed heat flooded her stomach but she obeyed, opening her mouth and allowing Helena to slip her tongue inside, lightly wrestling with her own tongue. The mock-fight of dominance lasted only a matter of seconds, but in that short time Cleveland found herself struggling to keep up, Helena easily dominating her own tongue with surprising skill.

Her lungs burned for air and she tilted her head slightly to the side; Helena taking the hint and retreating back, allowing both of them to gasp in air. Cleveland glanced up at Helena, blushing darkly at the _sultry _expression on Helena's face. An expression the blonde had only seen on St. Louis' face.

Looks like the sisters shared more than just hair colour.

''Clevie...'' Helena shifted, hands slipping along the blonde's sides. ''Can we... go further?''

Cleveland squirmed embarrassedly, her stomach twisting with nervous excitement at the prospect. During all the time they had been dating they had never gone further than kissing and a little groping; the idea of doing even lewder things made her shiver with anticipation.

''S-Sure...'' Cleveland smiled hesitantly, reaching up and cupping Helena's cheeks. ''We'll b-be alone, right? I don't want St. Louis to walk in on us...''

Helena giggled – the feathery-light sound strangely sensual, only fuelling the blonde's nervous excitement. ''It's fine; nobody will disturb us... as long as we're not too loud.''

The blonde girl laughed sheepishly, knowing that her girlfriend was referred to the time when she confessed. She'd never let her live it down; teasing her relentlessly about how cute it was.

She was broken from her thoughts as Helena leaned down, kissing her lightly on the lips. Cleveland wrapped her arms around her and readily returned the kiss, moaning softly into the kiss as Helena's hands slipped down to her ass, giving her butt a gentle squeeze. She lifted her hips off the bed slightly, shuddering when Helena nimbly pushed her leg up against her shorts – applying just enough pressure between her thighs to feel good.

''Ah...'' Cleveland breathed, Helena pulling back from the kiss – and suddenly attacking her neck with kisses. ''A-Ah~! H-Helena~!''

The blue-haired girl giggled into her neck, planting feathery kisses on her sensitive skin. Cleveland gasped and writhed from the strangely pleasurable sensation, one hand gripping the back of Helena's head while the other aimlessly roamed over her girlfriend's back. The blonde could do nothing but let Helena dominate her, turned on by her sudden boldness.

Helena wasn't just content with kissing her neck however, slowly trailing gentle kisses down to her collarbone – even kissing the underside of her jaw. Cleveland shuddered at every kiss, her skin tingling from where her girlfriend kissed her. She threaded her fingers through Helena's blue hair, taking comfort in her presence and forcing herself to relax, to let Helena do as she wanted. She trusted her.

''Mm...'' Cleveland grunted softly, lips forming a wavy line as she restrained a whimper – Helena's hands gripping the hem of her long shirt.

''Hmhm~'' Helena giggled lightly, lifting Cleveland's shirt up – revealing her flat stomach.

The busty cruiser wasted no time in kissing her stomach, eliciting a groan from Cleveland as her taunt stomach muscles buckled from the sensation. She mewled as Helena didn't stop, her breathy giggle brushing against her stomach as she continued trailing kissing up her stomach, her soft lips so strangely pleasurable against her skin.

Cleveland exhaled slowly, tipping her head back as Helena trailed kisses further up – nudging her shirt up as she went. Her embarrassment heightened as Helena reached her chest, pushing her shirt up over her breasts to reveal her plain white bra. Before she could so much as speak Helena pushed her bra up as well, exposing her bare breasts to her girlfriend, an embarrassed mewl escaping her lips.

''Don't be embarrassed...'' Helena reassured lovingly, planting a gentle kiss on Cleveland's small breast. ''They're beautiful.''

''Mn... not as big as yours though...'' Cleveland puffed her cheeks in a pout.

Helena giggled in reply. ''That only makes them cuter~''

A whine of embarrassment was her answer, only making Helena giggle more. The blue-haired girl lovingly cupped her girlfriend's breasts, giving them an affectionate squeeze and marvelling at their softness. Despite Cleveland's jealously of her own chest, Helena couldn't help but revel in the soft dough-like texture of the blonde's boobs. She rolled them around in her grip as best she could, teasingly squeezing and pinching her soft-pink nipples between her index finger and thumb, eliciting quiet gasps from Cleveland.

After a moment Helena grew bolder, peppering Cleveland's breasts with loving kisses and making the blonde mewl uncertainly in response. The softness against her lips only made Helena more excited, wrapping her lips around the blonde's nipple and sucking on it playfully, relishing the sharp gasp Cleveland made. Watching the normally-confident blonde writhe and mewl like a cat in heat was a sight Helena didn't expect to see, but one she found liking.

''Muu...'' Cleveland whined, her breathing quick and shallow. ''H-Helena...''

''Mm?'' The blue-haired girl pulled her lips off Cleveland's breast, flashing her a sultry smile. ''What is it, _Clevie~?_''

Any words died on Cleveland's lips, staring at Helena's sultry expression and blushing scarlet. Mostly because her girlfriend still had her hands wrapped around her breasts, gently squeezing them even as she spoke. She opened her mouth hesitantly, the burn between her thighs begging for attention, but she had a feeling she was uncaging a beast. A beast that would ravish her until she couldn't walk.

''S... Stop teasing me...'' Cleveland whimpered, biting her lip. ''I... I want...''

Almost like she read her mind Helena smiled, shifting up and giving her a gentle, fleeting kiss on her lips before pulling back. ''I understand. Just sit back and relax; I'll make you feel good.''

Cleveland swallowed and nodded, demurely shifting back so her head laid against the pillows. Helena took that as a sign to go ahead, giving both her small breasts one last kiss each before hooking her fingers into Cleveland's shorts, tugging them down her hips. The blonde silently squirmed, lifting her hips off the bed so Helena could peel them off and down her legs before tossing them aside.

Her plain white panties hugged her hips for all of five seconds before Helena peeled them off too, a light blush dusting Helena's cheeks as Cleveland's bare pussy was laid before her. She shook off her embarrassment a moment later, instead flashing the blonde a loving smile and shifting between her legs, bringing her face close.

''A-Ah...'' Cleveland mewled nervously as Helena delicately pressed several fingers on her pussy lips, slowly stroking her folds. ''Mn...''

The blue-haired cruiser giggled softly, leaning in and planting a gentle kiss on Cleveland's pussy – letting her tongue slip out and taking a long lick of her slit. The startled moan she got in response only encouraged her, giggling and spreading the blonde's pussy apart with two fingers, and promptly shoving her tongue inside.

''Mmph~!'' Cleveland reached down and grasped Helena's head, unconsciously gripping her head as hot pleasure shot through her tense pelvis. ''H-Helena...!''

A breathy giggle was her response, sending pleasurable shivers through Cleveland. The blonde shoved a fist into her mouth to muffle her moans, shuddering as Helena probed around her pussy with her surprisingly-skilled tongue. Her fingers weren't idle either, continuing to stroke her lower lips while the cruiser tongue-fucked her at the same time.

Burning heat began building in her pelvis and Cleveland whined, toes curling in her socks from the pleasure. She tipped her head back and moaned, loosely threading her fingers through Helena's long blue hair and pushing her face deeper between her thighs. The busty girl didn't complain, only cooing approvingly as she continued eating Cleveland out, her tongue ravenously licking and teasing her pussy.

''A-Ah... ohh... Helena...'' Cleveland shuddered, unconsciously wrapping her legs around Helena's head. ''I-I'm... ahh...''

Helena glanced up at her, meeting her half-lidded gaze and shooting her a lustful look – the sight only making Cleveland more embarrassed, looking away with a shaky mewl. Helena hummed with amusement, slipping her tongue out and instead sucking on the blonde's clit, earning a sharp moan from her before she quickly muffled the sound, blushing furiously. The walls weren't sound-proof after all, and last thing either wanted was to be interrupted.

After a moment Helena stopped sucking, instead bringing her hand up and stroking Cleveland's wet pussy – pushing three fingers into her slick folds. Cleveland moaned softly at the sensation, her face scrunching up as pleasure ate away at her stamina, her muscles all tightening up. Helena was fully aware of this, lustfully pumping her fingers in and out her girlfriend's pussy while kissing her small boobs, tracing her nipples with her tongue.

''A-Ah... I-I can't... Helena...'' Cleveland gasped out between moans, her back arching off the bed as Helena pressed her thumb against her clit. ''O-Ohh... I'm- _Ahh~!_''

With a barely-muffled cry Cleveland climaxed, her hips buckling and spasming as hot pleasure raced through her body, making her mind go blank. Helena smiled warmly and continued fingering her, dragging out her orgasm for as long as physically possible, loving the sensation of Cleveland's pussy clenching around her slick digits.

Her orgasm ended suddenly, leaving Cleveland gasping and flopping back onto the bed, twitching in the aftershocks of her orgasm. Helena crawled up her side and cupped her cheek, tilting her to face her – allowing them to kiss, lips gently meshing together. Cleveland could taste herself on her girlfriend's tongue but didn't complain, too busy gasping in air between kisses to care.

As she came down from her high Cleveland met Helena's soft eyes, speaking up. ''Let me...make you feel good... too...''

Helena smiled softly. ''If that's what you want...''

Cleveland nodded breathlessly, prompting Helena to wriggle back and sit up on her knees. Her hands went to the side of her high-waist skirt, grasping the golden zipper and pulling it down with almost-teasing slowness. Her skirt loosened and slipped off, a quick tug freeing it and revealing her bare hips and thighs to Cleveland, a pair of black frilly panties hugging Helena's hips nicely. The blue-haired girl wasted no time in grasping the hem of her loose black shirt and lifting it up, tugging it over her head and throwing it aside.

For a moment Cleveland just stared, soaking in the sight of a topless Helena – a frilly black bra being the only thing hiding her breasts, and even then it still showed plenty of cleavage. Helena quickly remedied that, reaching behind herself and unlatching her bra, allowing her to shrug it off her shoulders to reveal her bare breasts.

''Hehe...'' Helena smiled bashfully, crawling closer – her ample breasts swaying with the motions. ''Clevie~''

Cleveland opened her mouth to speak, but was silenced as Helena hugged her – pushing her head into her breasts. The blonde blushed a fiery red, cheeks aflame with heat as Helena's soft boobs squished against her face. She got over her surprise a second later, gulping as Helena threaded her fingers through her blonde hair, cooing wordless encouragements.

Hesitantly the tomboy wrapped her arms around her girlfriend, planting an uncertain kiss between Helena's breasts. The low, sensual groan Helena made caused Cleveland to squirm, fresh heat building between her thighs at the arousing sound. She pushed past her embarrassment and kissed Helena's soft boobs more, her lips planting gentle kisses between her tits – quickly growing more confident as Helena's moans filled her ears.

''Ah~'' Helena cooed, biting her lip. ''That's it, Clevie... y-you're really... good at this...''

Cleveland shuddered at Helena's tone, letting the bustier girl lean back slightly – and allowing Cleveland to wrap her lips around one of Helena's pink nipples, sucking on the delicate nub. Helena groaned lowly at the sensation, shivering as Cleveland circled the nipple with her tongue. Idly the more-dominant cruiser rocked her hips, rubbing herself along Cleveland's flat stomach, a faint tingle of pleasure tickling her pelvis at the movement.

Helena shifted, leaning back a bit more so Cleveland could sit up slightly – and as she expected the blonde immediately reached out with her hands, cupping her breasts and giving them a lustful squeeze – her eyes full of embarrassed, curious wonder. Helena giggled at the cute sight, tilting her head to the side and fixing her girlfriend with a seductive smile, letting her have her fun.

''So big...'' Cleveland mumbled, more to herself than Helena.

''You- ah! Really... like them...'' Helena breathed in reply, shivering as Cleveland's thumb slid over her nipple – still wet with the blonde's saliva.

The busty cruiser mewled as Cleveland gave her breasts another squeeze in response, fingers digging into her soft boobs. The sensation of Cleveland's fingers dancing along her tits, squeezing and fondling relentlessly, quickly made Helena's breathing speed up – arousal staining the front of her black panties. The blonde didn't notice, too absorbed with playing with Helena's tits to care.

''Mn... Clevie...'' Helena bit her lip, drawing the blonde's attention. ''I'm so hot... can you... _help me~?_''

Helena smiled breathlessly, lust swirling in her eyes as she guided one hand down her stomach, tracing the hem of her panties. Cleveland understood, face flooding scarlet and quickly nodding, more than willing to return the favour. Seeing that Helena giggled, gently prying Cleveland's fingers off her tits before reaching down and tugging her black underwear down her long legs, intentionally doing it slow enough that Cleveland could get a nice long look at her slick womanhood.

She left her panties around her ankle and shifted closer, crawling even closer to her girlfriend – positioning herself over Cleveland's face. The blonde blushed darkly but made no move to stop her, breathing heavy with arousal as she stared up at Helena's slick pussy. The bustier cruiser licked her lips, reaching down and threading her fingers through Cleveland's hair, gently snapping her out of it.

''Don't force yourself.'' Helena purred lovingly, earning a demure nod from the tomboy – before Helena lowered her hips, pressing her pussy against Cleveland's mouth. ''Mm~!''

Near-instantly the blonde's tongue shot out, taking a long lick of her girlfriend's pussy. The sweet taste of her honey only excited Cleveland further, her tongue hungrily lapping at Helena's pussy and devouring her leaking arousal. She quickly grew more bold, reaching up and gripping Helena's thighs to steady her, allowing the blonde to shove her tongue into her pussy – lustfully drinking up her arousal like it was the nectar of the gods.

Helena moaned lowly, tipping her head back as the relished the wonderful sensation. Cleveland's tongue squirmed and wriggled around her pussy, teasing her relentlessly and sending sparks of breath-stealing pleasure through her pelvis, her stomach twisting pleasantly at the feeling. She gently tugged on Cleveland's hair, pushing her head deeper between her thighs, groaning as the blonde immediately doubled her lustful efforts.

''A-Ah... Mm...'' Helena breathed, shuddering. ''T-That's it... m-more...''

Cleveland was all to happy to oblige, swirling her tongue around Helena's pussy and earning another low moan from the busty cruiser. A spark of excitement fluttered through her stomach as Helena rocked her hips, prompting Cleveland to suddenly pull her tongue out – instead eagerly kissing Helena's pussy, her soft lips pressing against Helena's equally-soft pussy. The lewdness of the situation only fuelled her own arousal, her thighs rubbing together unconsciously.

Helena noticed the subtle motion, smiling lustfully and leaning back on her arms – staring down over her heaving breasts at Cleveland. She met the blonde's half-lidded gaze, holding the stare as she reached behind herself – three fingers delicately stroking Cleveland's slit. Instantly a lewd moan escaped the blonde, sending pleasurable vibrations through Helena's pussy.

''M-Mm...!'' Helena moaned in reply, biting her lip and pushing her fingers into the blonde's pussy, shuddering at the low moan that tickled her lower lips.

Her fingers continued toying with Cleveland's pussy, masterfully scissoring and swirling around inside the blonde's folds, quickly becoming slick with her juices. Cleveland didn't slow down, if anything her own 'attacks' grew more bold – her tongue alternating between swirling inside Helena's pussy to licking her clit, never stopping long enough to let her adjust. Helena moaned shakily at the bubbling pleasure in her stomach, instinctively rolling her hips as she tried to extract as much pleasure as physically possible.

''C-Clevie... ahh...'' Helena groaned, slipping her fingers out and furiously rubbing Cleveland's clit – earning a high-pitched moan from the blonde, her grip on Helena's thighs tightening. ''Nn... I-I'm nearly... keep going... ahh...''

Cleveland obeyed, tongue-fucking her with renewed eagerness – tongue probing around her pussy and lapping up her leaking honey. Her nose pressed against Helena's clit, unintentionally rubbing the sensitive nub and only enhancing the busty cruiser's pleasure. It was a struggle to keep going with Helena toying with her pussy, fingers alternating between pumping into her or rubbing her off. Her prior arousal was bubbling to the forefront, her pelvis tightening as pleasure strained against her already-worn stamina.

In the end, all it took was one delicate flick to her clit to push Cleveland over the edge. ''_Mmph~!_''

Helena let out a low groan as Cleveland climaxed, pleasurable vibrations travelling through her pussy as the blonde cried out – her tongue spasming inside her. The lewd sensation was more than enough to make Helena orgasm, biting her lip to stifle the cry that threatened to escape her as she came on Cleveland's tongue, hips buckling from the raw pleasure.

Her thoughts were clouded with lust, dimly aware she was still moving her hips even after her orgasm ended – only stopping when the lustful haze lifted, giving her some measure of control. Slowly she lifted her hips off Cleveland's face, instead laying herself down next to her panting girlfriend; blushing at the sight of her honey staining Cleveland's chin, the blonde idly licking her lips clean.

Giggling breathlessly, Helena trailed her hand over Cleveland's stomach. ''Feel good?''

''Y-Yeah...'' Cleveland nodded breathlessly, expression cutely demure.

Helena shifted closer, wrapping her legs around Cleveland's – purposefully pressing her wet slit against the blonde's thigh. ''Well... if you've still got the energy, we've got time until St. Louis gets back?''

''...since when were you so... confident?''

Helena only laughed softly in reply, kissing Cleveland's pouting lips.

St. Louis would later find the two snuggling in bed, fully naked and wearing tired smiles on their faces, even in their sleep.

[END]


End file.
